SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 15, 1998
OHM CORPORATION
(Exact name of registrant as specified in its charter)
OHIO I-9654 34-1503050
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
16406 U.S. Route 224 East
Findlay, Ohio 45840
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (419)423-3529
N/A
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
Not applicable.
Item 5. Other Events
OHM Corporation (the "Company") has entered into an Agreement and Plan of
Merger (the "Merger Agreement"), dated January 15, 1998, among the Company,
International Technology Corporation ("Parent") and IT-Ohio, Inc. ("Purchaser").
Pursuant to the Merger Agreement, Purchaser, a wholly owned subsidiary of
Parent, is making a tender offer (the "Offer") to purchase 13,933,000 shares
of common stock of the Company (each, a Share and collectively, the Shares) at a
price of $11.50 per Share, net to the tendering shareholder in cash, subject to
the terms and conditions set forth in the Offer to Purchase, dated January 16,
1998, and the related Letter of Transmittal. The Offer is described in the
Tender Offer Statement on Schedule 14D-1 filed by Purchaser with the Securities
and Exchange Commission on January 16, 1998. The Board of Directors of the
Company has unanimously approved the Offer and the Merger (as defined below) and
determined that the transactions contemplated by the Merger Agreement, including
without limitation the Offer and the Merger, are fair to, and in the best
interests of, the Company and its shareholders. Accordingly, the Board of
Directors of the Company unanimously recommends that the Company's shareholders
accept the Offer and tender their shares. This recommendation is set forth in
the Solicitation/Recommendation Statement on Schedule 14D-9 filed by the Company
with the Securities and Exchange Commission on January 16, 1998.
The Merger Agreement provides that, regardless of whether Shares
are accepted for payment or paid for in the Offer, but subject to the
satisfaction or waiver of certain conditions precedent (including the approval
of the Merger Agreement by holders of a majority of the outstanding Shares),
Purchaser will merge with and into the Company (the "Merger"), which will be
the surviving corporation in the Merger, with the result that the Company will
become a wholly owned subsidiary of Parent.
At the effective time of the Merger, each Share (other than Shares purchased
in the Offer or otherwise owned by Parent or any subsidiary of Parent, Shares
owned by the Company or any subsidiary of the Company or Shares ("Dissenting
Shares") that are owned by shareholders exercising appraisal rights pursuant to
the Ohio General Corporation Law (collectively, "Excluded Shares")) will be
converted into the right to receive (i) 1.394 shares (the "Exchange Ratio") of
Common Stock, $0.01 par value per share, of Parent ("Parent Common Stock");
provided, however, that if the aggregate number of Shares accepted for payment
and paid for pursuant to the Offer and purchased from Waste Management Inc.
("WMX") pursuant the Repurchase (as defined herein) is less than 19,168,381
Shares (the "Cash Share Number") (the number of Shares so paid for and purchased
being referred to as the "Purchased Share Number"), then the Exchange Ratio will
be adjusted (the "Adjusted Exchange Ratio") and shall be equal to the product
obtained by multiplying the Exchange Ratio by a fraction, (A) the numerator of
which is equal to (x) the number of Shares issued and outstanding immediately
prior to the effective time of the Merger (excluding Excluded Shares other than
Dissenting Shares (the "Final Outstanding Number"), plus (y) the Purchased Share
Number, minus (z) the Cash Share Number, and (B) the denominator of which is the
Final Outstanding Number, and (ii) if the Exchange Ratio has been adjusted in
accordance with the immediately preceding proviso, an amount in cash equal to a
fraction, (A) the numerator of which is the product of $11.50 and the amount by
which the Cash Share Number exceeds the Purchased Share Number, and (B) the
denominator of which is the Final Outstanding Number. The consideration referred
to in clauses (i) and (ii) of the previous sentence is hereinafter referred to
collectively as the "Merger Consideration"). Both the Offer and the Merger will
be fully taxable transactions, with the result that gain will be realized in an
amount equal to the excess of the cash and fair market value of Parent Common
Stock received over the holder's adjusted tax basis in the Shares surrendered.
As the market price of the shares of the Parent Common Stock will fluctuate,
the value of the Exchange Ratio at the effective time of the Merger may be
greater or less than the $11.50 in cash per Share payable pursuant to the
Offer. ACCORDINGLY, THE VALUE OF THE MERGER CONSIDERATION MAY BE LESS OR
GREATER THAN THE $11.50 PER SHARE RECEIVED BY HOLDERS OF SHARES THAT ARE
PURCHASED PURSUANT TO THE OFFER. Based on the closing price of Parent Common
Stock on the New York Stock Exchange, Inc. on January 15, 1998, the value of
the Parent Common Stock to be received for each Share pursuant to the Exchange
Ratio would have been $11.15.
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A copy of the Merger Agreement has been filed as Exhibit 1 to this Current
Report and is incorporated herein by reference.
Pursuant to the Merger Agreement and the Share Repurchase Agreement, dated
as of January 15, 1998 (the "Repurchase Agreement"), among the Company,
Parent, WMX (which holds approximately 38% of the outstanding Shares) and Rust
International Inc., a wholly owned subsidiary of WMX ("Rust"), the Company
will repurchase from WMX 5,235,381 Shares for $11.50 per Share, concurrently
with the payment for Shares pursuant to the Offer (the "Repurchase"). The
effect of the Repurchase will be to increase the aggregate number of Shares
acquired for cash, make it possible for the consideration paid in the Merger
to consist solely of shares of Parent Common Stock, and result in WMX
receiving cash and Parent Common Stock in the same proportion as other
shareholders of the Company, assuming that all outstanding Shares (other than
7,525,380 Shares held by WMX) are tendered in the Offer. Pursuant to the
Repurchase Agreement, WMX has also agreed, among other things, to vote all
Shares held by it in favor of the adoption of the Merger Agreement and the
consummation of the Offer, the Merger and the other transactions contemplated
by the Merger Agreement (the "Transactions"); not to take certain actions, or
encourage or assist any other party in taking any action, which would compete
with, impede, interfere with or attempt to discourage the Transactions or
inhibit the timely consummation of the Transactions; and not to tender more than
2,142,141 Shares into the Offer. A copy of the Repurchase Agreement has been
filed as Exhibit 2 to this Current Report and is incorporated herein by
reference.
Pursuant to the Company Voting Agreement, dated as of January 15, 1998 (the
"Company Voting Agreement"), among the Company, Parent, James L. Kirk (the
Company's Chairman, President and Chief Executive Officer), Joseph R. Kirk (a
director and Executive Vice President of the Company), H. Wayne Huizenga and
The Huizenga Family Foundation (which shareholders are not affiliated with the
Company and are referred to collectively with Messrs. James and Joseph Kirk as
the "Company Shareholders"), the Company Shareholders (who collectively hold
approximately 23% of the outstanding Shares) have agreed, among other things,
to vote all Shares held by them in favor of the adoption of the Merger
Agreement and the consummation of the Transactions, and not to take certain
actions, or encourage or assist any other party in taking any action, which
would compete with, impede, interfere with or attempt to discourage the
Transactions or inhibit the timely consummation of the Transactions. A copy of
the Company Voting Agreement has been filed as Exhibit 3 to this Current Report
and is incorporated herein by reference.
Pursuant to the Parent Voting Agreement, dated as of January 15, 1998 (the
"Parent Voting Agreement"), among Parent, the Company and certain stockholders
of Parent (the "Parent Stockholders") affiliated with The Carlyle Group
("Carlyle") which are entitled to cast approximately 38% of the votes entitled
to be cast at the meeting of stockholders of Parent contemplated by the Merger
Agreement, the Parent Stockholders have agreed, among other things, to vote
all shares of Cumulative Convertible Preferred Stock of Parent (the "Parent
Preferred Stock") held by them in favor of the consummation of the
Transactions and the issuance of shares of Parent Common Stock in connection
with the Merger, and not to take certain actions, or encourage or assist any
other party in taking any action, which would compete with, impede, interfere
with or attempt to discourage the Transactions or inhibit the timely
consummation of the Transactions. A copy of the Parent Voting Agreement has been
filed as Exhibit 4 to this Current Report and is incorporated herein by
reference.
Pursuant to a letter agreement, dated January 15, 1998 (the "Option
Termination Agreement"), between the Company and H. Wayne Huizenga, who holds
an option to purchase up to 620,000 Shares at an exercise price of $10.00 per
Share and an option to purchase up to 380,000 Shares at an exercise price of
$12.00 per Share, such options will be terminated on the earliest to occur of
(i) the acceptance by Purchaser of Shares for payment in the Offer, or (ii) the
Effective Time, in exchange for the payment by the Company to Mr. Huizenga of
$1,500,000. A copy of the Option Termination Agreement has been filed as
Exhibit 5 to this Current Report and is incorporated by reference.
Pursuant to the Merger Agreement, concurrently with the acceptance by
Purchaser of Shares for payment in the Offer, the Company will pay a pro rata
distribution (the "NSC Distribution") to holders of record of the Shares as of
the close of business on the date prior to the date Purchaser accepts Shares for
payment in the Offer, of all of the shares of Common Stock, par value $0.01 per
share, of NSC Corporation held by the Company. It is anticipated that the NSC
distribution will be treated as a pro rata taxable redemption which qualifies as
a sale or exchange for tax purposes.
Parent provides a wide range of environmental management services and
technologies including the assessment, engineering, and remediation of
situations involving hazardous materials and pollution prevention and
minimization.
Parent's services are provided to a broad array of governmental and commercial
entities predominantly in the U.S. market. Additionally, Parent pursues selected
international business opportunities. Parent's business strategy is to provide
its environmental services on full-service basis, particularly by focusing on
its capabilities to manage complex environmental issues from the initial
assessment of the level and extent of contamination through the design,
engineering and execution of a solution which minimizes the client's total
cost. In recent years, Parent has worked on several hundred Superfund sites for
various governmental and commercial clients.
The Company is one of the largest providers of technology-based, on-site
hazardous waste remediation services in the United States. The Company has been
in the environmental services business since 1969. The Company has successfully
completed approximately 31,000 projects involving contaminated groundwater, soil
and facilities.
The Company provides a wide range of environmental services, primarily to
government agencies and to large chemical, petroleum, transportation and
industrial companies. The Company has worked for the United States Environmental
Protection Agency, the Department of Defense (including the U.S. Army Corps of
Engineers and the U.S. Departments of the Air Force, Army and Navy), the
Department of Energy, a number of state and local governments and a majority of
the Fortune 100 industrial and service companies. In addition to its
technology-based, on-site remediation services, the Company also offers a broad
range of other services, including site assessment, engineering, remedial design
and analytical testing. Service is provided through 30 regional offices, one
fixed laboratory at its headquarters in Findlay, Ohio, eight mobile
laboratories, and approximately 2,800 pieces of mobile treatment and related
field equipment.
The preceding is qualified in its entirety by reference to the Merger
Agreement, the Repurchase Agreement, the Company Voting Agreement, the Parent
Voting Agreement and the Option Termination Agreement, which are attached hereto
as exhibits.
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Item 6. Resignations of Registrant's Directors
Not Applicable.
Item 7. Exhibits.
1. Agreement and Plan of Merger, dated as of January 15, 1998, among OHM
Corporation, International Technology Corporation and IT-Ohio, Inc.
2. Share Repurchase Agreement, dated as of January 15, 1998, among the OHM
Corporation, International Technology Corporation, Waste Management, Inc.
and Rust International, Inc.
3. Company Voting Agreement, dated as of January 15, 1998, among the OHM
Corporation, International Technology Corporation, James L. Kirk, Joseph R.
Kirk, H. Wayne Huizenga and The Huizenga Family Foundation.
4. Parent Voting Agreement, dated as of January 15, 1998, among International
Technology Corporation, OHM Corporation and certain stockholders of
International Technology Corporation affiliated with The Carlyle Group.
5. Letter agreement, dated January 15, 1998, between OHM Corporation and H.
Wayne Huizenga.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
OHM CORPORATION
By: /s/ Steven E. Harbour
Date: January 21, 1998 Steven E. Harbour
Vice President, Legal and
Secretary
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